How to Reactivate a Dissolved LLC

By Terry Masters

Filing articles of dissolution with the state that authorized its existence will officially dissolve a limited liability company, or LLC. Most states allow an LLC to designate a lag time in its articles of dissolution before the dissolution will take effect. During that time, the articles can be withdrawn. Some states have a statutory provision that allows for the revival of a dissolved LLC. Otherwise, the only way to reactivate a dissolved LLC would be to form a new LLC using the same name as the old. This LLC would be a new entity, however, and would not inherit the benefits, positions or obligations of the old LLC.

Step 1

Review the dissolution and miscellaneous provisions of your state's Limited Liability Company Act (LLCA). An LLC is formed and dissolved under the laws of the state where it is registered. Each state's laws differ. Some states allow the revival of dissolved LLCs, and others do not. If the state allows revival, the authority and procedure will be outlined in the state's LLCA. View the state's LLCA online, or go to the main branch of a public library and look up the business code in the state collection.

Step 2

Vote to reinstate the LLC. An LLC is managed through the consent of its members. Either a majority vote or 100 percent consent of the members was required to dissolve the company. The same percentage of consent is needed to revive the company. Check your state's LLCA to see whether you need a majority or 100 percent consent, and whether the consent needs to be in writing.

Step 3

Withdraw the LLC's articles of dissolution. Most states allow an LLC to file articles of dissolution that indicate a closing date at some time in the future, usually up to 90 days. If the members decide not to dissolve the company during that grace period, or if a grace period does not exist but the decision to revoke dissolution is reached before the state actually processes the articles of dissolution, call the state and withdraw the paperwork.

Step 4

File a certificate of revival, sometimes known as an application for revival, application for reinstatement or articles of revocation of dissolution with the state. Some states, such as Delaware, Nevada and Massachusetts, allow a dissolved LLC to be revived by filing a certain form with the same government office that accepted the articles of dissolution. The revival usually reinstates the LLC's authority back to the point where it was dissolved. All rights and obligations return in full force and effect as if the LLC was never dissolved. A fee for revival is required, and, in some states, it is based upon how long the LLC has been dormant and how many years of fees and taxes it owes.

Step 5

Call the state tax authority and the IRS if you filed final tax returns to reactivate the LLC's taxpayer account. The IRS assigns every business an employer identification number (EIN), which identifies the company's taxpayer account. That number is never canceled or reassigned. When a dissolved company files its final tax return, the IRS will close the account. That account must be reactivated if the business plans to revive operations. Do not obtain a new EIN. Call the state tax authority to find out how it handles previously closed accounts.

Step 6

Form a new LLC under the same name as the old company if your state doesn't allow for the revival of a dissolved LLC. The new LLC can use the same name as the old LLC and have the same members, assets or relationships, but it will be a new company. It would not continue or assume the obligations of the old LLC. File articles of organization with the state office that handles business registrations, usually the secretary of state, and obtain a new EIN from the IRS. Do not use the EIN of the old LLC.

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